Newsletter-21

44 NEWSLETTER 2016 of entry of unwanted shareholders, the composition of the sharehold- ing circle is protected. Different principles may be embraced in vesting of such right: (i) When the shareholder wishes to transfer his/her shares, as a first step, he/she shall communicate with the holders of the right of first refusal. However, the mere notification of the intent to sell the shares shall not be deemed as an offer; this shall constitute an invitation to deal. 2 In this version of the right of first refusal, the shareholder who wishes to sell his/her shares is obliged to transfer his/her shares to the shareholder who offers the same conditions as the conditions offered to the third party. In the event such right is executed in this manner, the selling shareholder has the right to transfer the shares to the third party who offers better conditions, or to call off the transfer altogether. (ii) The right of first refusal may also be regulated as an irrevocable obli- gation to make an offer. In such a case, given the shareholder wishes to transfer his/her share, he/she shall make an offer to the holder of the right of first refusal. Under these circumstances, the holder of this right may draw up the agreement by accepting the offer 3 . In either versions of the right of first refusal, if the right is not exercised, the shares shall not be transferred to a third party with better purchase prices or under better conditions. Pre-Emptive Rights Pre-emptive rights create a new legal status. Rights creating a new legal status are the rights that confer to the holders the authority to establish a legal relation, and to amend or terminate an existing legal relation through their unilateral declarations of intention. 4 They may also be considered as a conditional right of purchase. 5 This condition, with regard to the law of joint stock companies, is the execution of an agreement through which the shares in question are transferred to a 2 Okutan Nilsson p. 211. 3 Okutan Nilsson p. 212. 4 Oğuzman Kemal-Barlas Nami , Medeni Hukuk Giriş Kaynaklar Temel Kavram- lar, 17. Edition, p.157 5 Oğuzman Kemal-Seliçi Özer-Oktay Özdemir Saibe, Eşya Hukuku, 16. Edi- tion, p.539.